COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2014 • COMM 2014-Ubs5 Mortgage Trust • Asset-backed securities • New York
Estate Lending, L.P. (“CCRE”), General Electric Capital Corporation (“GECC”) and Pillar Funding LLC (“Pillar”, and together with GACC, UBSRES, JLC, CCRE and GECC, collectively, the “Loan Sellers”) in exchange for immediately available funds pursuant to four separate mortgage loan purchase agreements, each to be dated as of the date hereof between the Company and the applicable Loan Seller (collectively, the “Mortgage Loan Purchase Agreements”). Two separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to the Trust Fund for federal income tax purposes. The Trust Fund is to be created and the Certificates are to be issued pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”) to be dated as of September, 1 2014 by and among the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Ser
